SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DOUGLAS & LOMASON COMPANY
(Name of Registrant as Specified in Its Charter)
DOUGLAS & LOMASON COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
______________________________________________________________________
(2) Aggregate number of securities to which transactions applies: ________
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* _________________________________
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________
______________________________________________________________________
________________
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: _____________________________________________
(2) Form, schedule or registration statement no.: _______________________
(3) Filing party: _______________________________________________________
(4) Date filed: _________________________________________________________
<PAGE>
DOUGLAS & LOMASON COMPANY
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 1994
To the Shareholders of
Douglas & Lomason Company:
Notice is Hereby Given that the Annual Meeting of Shareholders of
Douglas & Lomason Company will be held on Friday, the 29th day of April,
1994, at 11:00 A.M., Local Time, at the New World Inn, 265 33rd Avenue,
Columbus, Nebraska, for the following purposes:
1. To elect two directors of the Company; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 10,
1994 as the record date for the meeting and only shareholders of record at
that time will be entitled to notice of and to vote at the meeting or any
adjournments thereof. Shareholders who are unable to attend the meeting in
person, as well as shareholders who plan to attend the meeting, are
requested to date, sign and mail the enclosed proxy promptly. If you are
present at the meeting and desire to vote in person, you may revoke your
proxy.
By Order of the Board of Directors,
Verne C. Hampton II
Secretary
March 31, 1994
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF DOUGLAS & LOMASON COMPANY
April 29, 1994
To the Shareholders of
Douglas & Lomason Company:
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Douglas & Lomason
Company (hereinafter referred to as the "Company") from the holders of the
Company's Common Stock to be used at the Annual Meeting of Shareholders to
be held on Friday, the 29th day of April, 1994, at 11:00 A.M., Local Time,
at the New World Inn, 265 33rd Avenue, Columbus, Nebraska, and at any
adjournments thereof. The approximate date on which this Proxy Statement
and the enclosed form of proxy are being sent to shareholders is March 31,
1994. The address of the principal corporate offices of the Company is
24600 Hallwood Court, Farmington Hills, Michigan 48335-1671.
Any proxy given pursuant to this solicitation may be revoked by
notice in writing to the Company prior to voting. Unless the proxy is
revoked, the shares represented thereby will be voted at the Annual
Meeting or any adjournments thereof. The giving of the proxy does not
affect the right to vote in person should the shareholder attend the
meeting.
The Board of Directors in accordance with the By-Laws has fixed the
close of business on March 10, 1994 as the record date for determining the
shareholders entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournments thereof. At the close of business on such
date the outstanding number of voting securities of the Company was
4,227,970 shares of Common Stock, each of which is entitled to one vote.
All votes will be tabulated by two officers of the Company who will serve
as inspectors of election. Abstentions and broker non-votes are each
included in the determination of the number of shares present but are not
counted on any matters brought before the meeting. Directors are elected
by a plurality of the votes properly cast at the meeting.
SECURITY OWNERSHIP
MANAGEMENT
The following table sets forth, as of February 10, 1994, the number
of shares of the Company's Common Stock beneficially owned by each
director, each executive officer named in the Summary Compensation Table
and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name of Individual Number of Percent of
or Group Shares(1) Class
<S> <C> <C>
James E. George........................... 500 *
Robert T. Hill............................ 500 *
James J. Hoey............................. 19,708 *
Dale A. Johnson........................... 1,200 *
Harry A. Lomason II....................... 620,191(2) 14.7
Charles R. Moon........................... 500 *
Roger H. Morelli.......................... 528 *
James B. Nicholson........................ 1,200 *
Robert D. Stachura........................ 2,328 *
Richard N. Vandekieft..................... 300 *
Gary T. Walther........................... 8,100(3) *
All Directors and Executive Officers as a
Group (11 persons named above)........... 655,055 15.5
<FN>
* Less than one percent
(1) Includes shares which the following executive officers have the right
to acquire upon the exercise of stock options as of February 10, 1994,
or at any time within 90 days thereafter: James J. Hoey -- 10,500
shares; Harry A. Lomason II -- 11,500 shares; and Robert D. Stachura
-- 2,000 shares. Also includes shares held in the officers' accounts
in the Company's 401(k) Plan.
page 1
<PAGE>
(2) Includes 299,551 shares held in various trusts of which Mr. Lomason
serves as Trustee, in several custody accounts in which he serves as
Custodian, and in an estate of which he serves as Co-Executor.
(3) Includes 7,500 shares held in a trust of which Mr. Walther serves as a
Co-Trustee.
</TABLE>
CERTAIN BENEFICIAL OWNERS
The following table sets forth the persons known by the Company to
own of record or beneficially, as of February 10, 1994, five percent or
more of the outstanding Common Stock of the Company:
<TABLE>
<CAPTION>
Name and Address Number of Percent of
of Person Shares Class
<S> <C> <C>
Harry A. Lomason II
24600 Hallwood Court
Farmington Hills, Michigan 48335......... 620,191(1) 14.7
Acorn Investment Trust,
Series Designated Acorn Fund
227 West Monroe Street
Chicago, Illinois 60606.................. 300,000(2)(3) 7.1
Jane L. Agostinelli
3800 Camp Creek Parkway
Atlanta, Georgia 30331................... 286,677(4) 6.8
Namba Press Works Co., Ltd.
8-3-8 Kojima-Ogawa
Kurashiki, Okayama 711 Japan............. 285,000 6.7
Anne L. Bray
3800 Camp Creek Parkway
Atlanta, Georgia 30331................... 275,840(5) 6.5
Pioneer Management Corporation
60 State Street
Boston, Massachusetts 02114.............. 237,500(3) 5.6
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica, California 90401........... 228,800(3)(6) 5.4
<FN>
(1) Includes 299,551 shares held in various trusts of which Mr. Lomason
serves as Trustee, in several custody accounts in which he serves as
Custodian, and in an estate of which he serves as Co-Executor. Also
includes 11,500 shares which Mr. Lomason has the right to acquire upon
the exercise of stock options.
(2) Wanger Asset Management, L.P. ("Wanger") serves as investment advisor
to this Fund and is also deemed the beneficial owner of these shares
as of December 31, 1993 since it has shared dispositive power with
respect thereto. Wanger is the beneficial owner of an additional
73,000 shares of which it has shared voting and dispositive powers.
(3) Based on information as of December 31, 1993 set forth in a
Schedule 13G filed with the Securities and Exchange Commission.
(4) Includes 18,681 shares held in various trusts of which Mrs.
Agostinelli serves as Trustee and in several custody accounts in which
she serves as Custodian.
(5) Includes seven shares held in a custody account of which Mrs. Bray
serves as Custodian.
(6) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of these
shares as of December 31, 1993, all of which are owned by advisory
clients.
</TABLE>
page 2
<PAGE>
ELECTION OF DIRECTORS
The members of the Board of Directors are divided into three
classes, each class to be as nearly equal in number as possible, with each
class to serve a three-year term. The term of James B. Nicholson will
expire at the 1994 Annual Meeting of Shareholders. On November 18, 1993
the Board of Directors elected James E. George as a director to serve
until the 1994 Annual Meeting of Shareholders. The Nominating Committee of
the Board of Directors has nominated Messrs. George and Nicholson for
reelection as directors to serve until the 1997 Annual Meeting of
Shareholders.
The proposed nominees for reelection as directors are willing to be
elected. If either nominee at the time of election is unable to serve, or
is otherwise unavailable for election, and if other nominees are
designated, the proxies shall have discretionary authority to vote or
refrain from voting in accordance with their judgment on such other
nominees. However, if any nominees are substituted by management, the
proxies intend to vote for such nominees. It is not anticipated that any
of such nominees will be unable to serve as directors.
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTORS
The following information is furnished with respect to each person
who is presently a director of the Company whose term of office will
continue after the Annual Meeting of Shareholders, as well as those who
have been nominated for reelection as a director.
<TABLE>
<CAPTION>
Year in which
Principal Occupation Has Term or
and Directorships Served as Proposed
Name and Age of in other Publicly Director Term of Office
Nominee Owned Companies(2) Since will Expire
<S> <C> <C> <C>
(1) James E. George (65)........ President, Cybex Division of
Lumex, Inc................. 1993 1997
Dale A. Johnson (56)........ Chairman and Chief Executive
Officer, SPX Corporation.
Director of SPX Corporation
and MCN Corporation........ 1990 1995
Harry A. Lomason II (59)..... Chairman of the Board,
President and Chief
Executive Officer of the
Company. Director of The
Amerisure Companies........ 1974 1995
Charles R. Moon (80)........ Consulting Partner,
Dickinson, Wright, Moon,
Van Dusen & Freeman, Attor-
neys at Law(3)............. 1977 1996
(1) James B. Nicholson (50)..... President and Chief
Executive Officer, PVS
Chemicals, Inc.; Vice
Chairman of the Board of
the Company. Director of
The Amerisure Companies,
Handleman Company and North
American Mortgage Company.. 1985 1997
Richard N. Vandekieft (79).. Retired; Director and former
Vice President, Nucor
Corporation................ 1989 1996
Gary T. Walther (56)........ Senior Managing Director,
Kemper Securities, Inc.,
Investment Bankers......... 1982 1995
<FN>
(1) Nominated for reelection as a director.
(2) Each of the directors has had the same principal occupation during the
past five years with the exception of Mr. George who held various
executive positions with Becton Dickinson & Co. from 1963 to 1993,
Mr. Johnson who held various other executive positions with SPX
Corporation, and Mr. Walther who served as Managing Director, Shearson
Lehman Hutton Inc. from 1984 to June, 1990.
(3) This law firm performs legal services for the Company.
</TABLE>
page 3
<PAGE>
The Company has standing Audit, Compensation and Nominating
Committees of the Board of Directors.
The members of the Audit Committee are James B. Nicholson, Chairman,
and Dale A. Johnson. The Audit Committee, which met two times during 1993,
reviews, acts, and reports to the Board of Directors with respect to
various auditing and accounting matters, including the selection of the
Company's independent public auditors, the scope of audit procedures, the
nature of services to be performed for the Company, and the fees to be
paid to the independent public auditors.
The members of the Compensation Committee are James B. Nicholson,
Chairman, and Richard N. Vandekieft. This Committee, which met twice
during 1993, reviews and recommends to the Board of Directors the
compensation of officers of the Company.
The members of the Nominating Committee are Charles R. Moon,
Chairman, and Richard N. Vandekieft. This Committee, which met once
during 1993, recommends nominees for election as directors at the Annual
Meeting of Shareholders, and recommends individuals to fill vacancies
which may occur between Annual Meetings. The Committee will consider as
potential nominees persons recommended by shareholders. A shareholder of
the Company may nominate persons for election to the Board of Directors of
the Company if such shareholder submits such nomination, together with
certain related information required by the Company's By-Laws, in writing
to the Nominating Committee in care of the Secretary of the Company not
less than sixty days nor more than ninety days prior to the anniversary
date of the immediately preceding Annual Meeting of Shareholders.
The Board of Directors held five meetings during 1993. Non-officer
directors received in 1993 an annual retainer of $16,000 plus
reimbursement for travel expenses to attend meetings of the Board of
Directors. Members of the Audit, Compensation and Nominating Committees
received $500 for each meeting of the Committee attended. During 1993 Mr.
George was paid $16,800 for consulting services rendered to the Company.
COMPENSATION COMMITTEE REPORT
The Company's compensation program for officers is administered by
the Compensation Committee of the Board of Directors which is composed of
two non-employee directors.
OVERALL OFFICER COMPENSATION POLICY
The Company's compensation policy for officers is designed to
support the overall objective of enhancing value for shareholders by
attracting, developing, rewarding, and retaining highly qualified and
productive individuals; relating compensation to both Company and
individual performance; and ensuring compensation levels that are
externally competitive and internally equitable.
The key elements of the Company's officer compensation consist of
base salary, discretionary bonus award and stock options. The Compensation
Committee's policies with respect to each of these elements, including the
bases for the compensation awarded to Mr. Lomason, the Company's chief
executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to the individual, including pension benefits, supplemental
retirement benefits, severance plans, insurance and other benefits.
BASE SALARY
The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of
responsibility, experience, Company and individual performance as well as
pay practices of other companies relating to executives with similar
responsibility.
With respect to the base salary of Mr. Lomason in 1993, the
Compensation Committee took into account a comparison of base salaries of
chief executive officers of peer companies, the Company's financial
position, the performance of the Company's Common Stock and the assessment
by the Compensation Committee of Mr. Lomason's individual performance. The
Compensation Committee also took into account the longevity of
Mr. Lomason's service to the Company and its belief that Mr. Lomason is an
excellent representative of the Company to the public by virtue of his
stature in the community and the industry. Mr. Lomason was granted a base
salary of $283,333 for 1993, an increase of 20% over his $236,667 base
salary for 1992.
page 4
<PAGE>
BONUS AWARDS
The Company's officers may be considered for annual discretionary
cash bonuses which may be awarded to recognize and reward corporate and
individual performance based on meeting specified goals and objectives.
The plan in effect for 1993 was based on the Company's financial
performance. No bonus awards were made by the Company for 1993.
STOCK OPTIONS
Under the Company's 1990 Stock Option Plan, which was approved by
shareholders, stock options are granted from time to time to the Company's
officers and key employees. The number of options granted is determined by
the subjective evaluation of the person's ability to influence the
Company's long-term growth and profitability. No options were granted by
the Company in 1993.
Compensation Committee
James B. Nicholson,
Chairman
Richard N. Vandekieft
page 5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated executive officers
of the Company whose total compensation exceeded $100,000 during 1993.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
Other
Name and Annual
Principal Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
Harry A. Lomason II(2) 1993 $283,333 0 $ 7,338
Chairman of the Board, President 1992 236,667 48,077 6,800
and Chief Executive Officer...... 1991 182,269 48,462 5,604
James J. Hoey 1993 203,333 0 6,050
Senior Vice President 1992 184,667 36,539 6,074
and Chief Financial Officer...... 1991 160,218 40,154 4,823
Robert T. Hill(3) 1993 196,667 0 10,320
Senior Vice President -- 1992 35,897 20,000 400
Sales, Marketing, Engineering and 1991 -- -- --
Strategic Planning...............
Robert D. Stachura 1993 113,334 0 2,475
Vice President and Executive 1992 103,333 26,154 2,183
Manager -- Manufacturing......... 1991 80,487 65,551 1,868
Roger H. Morelli 1993 111,000 0 2,776
Vice President -- Materials and 1992 100,334 19,808 3,094
Quality Assurance and Executive 1991 90,352 21,923 2,908
Manager -- Decorative Plants.....
<FN>
(1) The aggregate amount of perquisites and other personal benefits for
any named executive did not exceed $50,000 or 10% of the total of
annual salary and bonus for any such named executive, and is,
therefore, not reflected in the table.
(2) In December 1992, a trust established by Mr. Lomason and his wife
entered into an agreement with the Company whereby the Company, with
the approval of the Compensation Committee of the Board of Directors,
agreed to make advances of a portion of the premiums payable on a
split dollar life insurance policy purchased by the trust on the joint
lives of Mr. and Mrs. Lomason. The Company is entitled to
reimbursement of the amounts advanced, without interest, and the
advances are secured by a collateral assignment of the policy to the
Company. During 1993, the Company advanced $118,828 toward the trust's
payment of premiums.
(3) The Company entered into an agreement with Robert T. Hill in October
1992 pursuant to which he was employed as a Senior Vice President of
the Company. The agreement provides that if Mr. Hill's employment is
terminated, he will be paid his base salary for a period of six months
plus the continuation of certain benefits for a period of time and
reimbursement for career placement services. In connection with Mr.
Hill's relocation to Michigan, on December 18, 1992 the Company loaned
Mr. Hill $100,000 interest free for the purpose of assisting him in
the purchase of a residence in Michigan. One-half of the loan was
repaid on October 6, 1993, and the balance will be repaid upon the
sale of Mr. Hill's prior residence in Ohio.
</TABLE>
page 6
<PAGE>
OPTIONS GRANTED DURING 1993
During 1993 no options were granted by the Company under the
Company's 1990 Stock Option Plan.
AGGREGATED OPTION EXERCISES DURING 1993 AND 1993 YEAR-END OPTION VALUES
The following table sets forth certain information on stock options
exercised during 1993 by the executive officers named in the Summary
Compensation Table along with the number and dollar value of options
remaining unexercised at December 31, 1993 and the value of such options
at December 31, 1993.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money Stock Options
Acquired Realized at December 31, 1993 at December 31, 1993
on at -------------------------- --------------------------
Name Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harry A. Lomason II..... 0 0 11,500 0 $53,925 0
James J. Hoey........... 0 0 10,500 0 57,855 0
Robert T. Hill.......... 3,000 22,500 0 0 0 0
Robert D. Stachura...... 3,000 12,375 2,000 0 0 0
Roger H. Morelli........ 3,500 34,000 0 0 0 0
</TABLE>
RETIREMENT PLAN
The Retirement Plan for Salaried Employees of the Company, a defined
benefit actuarial plan, provides generally for benefits upon retirement at
age 65. Remuneration covered by the Plan is base salary paid to the
employee, exclusive of overtime, commissions and bonuses. Benefits are
integrated with federal social security benefits. The following tabulation
illustrates the maximum annual benefits payable under the Plan in 1993 to
employees in various earnings classifications upon retirement at age 65
and reflects the integration with federal social security benefits in
accordance with the terms of the Plan.
<TABLE>
<CAPTION>
Average Years of Service at Age 65
Annual ----------------------------------------------------------------
Salary
at Age 65 10 15 20 25 30 35 40
- --------- ------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 25,000 ....... $ 3,682 $ 5,523 $ 7,364 $ 9,205 $ 11,046 $ 12,887 $ 14,728
50,000 ....... 7,932 11,898 15,864 19,830 23,796 27,762 31,728
75,000 ....... 12,182 18,273 24,364 30,455 36,546 42,637 48,728
100,000 ....... 16,432 24,648 32,864 41,080 49,296 57,512 65,728
125,000 ....... 20,682 31,023 41,364 51,705 62,046 72,387 82,728
150,000 ....... 24,932 37,398 49,864 62,330 74,796 87,262 99,728
175,000 ....... 29,182 43,773 58,364 72,955 87,546 102,137 115,641
200,000 ....... 33,432 50,148 66,864 83,580 100,296 115,641 115,641
225,000 ....... 36,700 55,050 73,400 91,750 110,101 115,641 115,641
250,000 ....... 36,700 55,050 73,400 91,750 110,101 115,641 115,641
275,000 ....... 36,700 55,050 73,400 91,750 110,101 115,641 115,641
300,000 ....... 36,700 55,050 73,400 91,750 110,101 115,641 115,641
</TABLE>
As of December 31, 1993, the number of years of service under the
Retirement Plan for the officers named in the Summary Compensation Table
was as follows: Harry A. Lomason II--32; James J. Hoey--26; Robert T.
Hill--0; Robert D. Stachura--18 and Roger H. Morelli--28. As of December 31,
1993, the estimated annual payment under the Retirement Plan would be
based upon an average base salary of $202,140 for Mr. Lomason; $177,000
for Mr. Hoey; $181,838 for Mr. Hill; $89,800 for Mr. Stachura; and $97,800
for Mr. Morelli.
In order to compensate Mr. Hill for lost retirement benefits due to
his joining the Company, the Company entered into a deferred compensation
agreement with Mr. Hill which will provide him with supplemental annual
retirement income of approximately $91,000 for a period of ten years
upon his retirement at age 65. Reduced
page 7
<PAGE>
benefits are provided in the event of termination of employment prior to
age 65, and benefits of $75,000 per year for a period of ten years
are provided in the event of death prior to attaining age 65. The
Company's obligation under the deferred compensation agreement
is covered by an insurance policy on Mr. Hill's life, the premiums
of which will be reimbursed to the Company prior to the payment
of any benefits thereunder.
PERFORMANCE GRAPH
The following graph compares the change in the Company's cumulative
total shareholder return on its Common Stock with the Dow Jones Industrial
Average and the Dow Jones Auto Parts (excluding tire and rubber companies)
Sub-Index.
[EDGAR NOTE: The performance graph required by Item 402(l) of
Regulation S-K appears in this position of the paper document.
A copy of the performance graph on paper is being submitted to
the Branch Chief in the Division of Corporation Finance. A
table containing the data used to create the performance
graph's data points is provided below.]
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Douglas & Lomason Company....... 100.0 65.0 58.6 99.1 195.9 155.7
Dow Jones Industrial Average.... 100.0 131.7 130.9 162.7 174.7 204.3
Dow Jones Auto Parts Sub-Index.. 100.0 98.8 86.8 106.6 136.7 178.9
<FN>
Assuming $100 Invested on December 31, 1988 with Dividends Reinvested
</TABLE>
SELECTION OF INDEPENDENT PUBLIC AUDITORS
Messrs. KPMG Peat Marwick have been selected by the Board of
Directors of the Company as independent public auditors to audit the
Company's books for the year 1994. Representatives of KPMG Peat Marwick
will be present at the Annual Meeting of Shareholders, will have the
opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions by shareholders.
page 8
<PAGE>
SHAREHOLDER PROPOSALS
Pursuant to the General Rules under the Securities Exchange Act of
1934, proposals of shareholders intended to be presented at the 1995
Annual Meeting of Shareholders must be received by management of the
Company at the corporate offices on or before November 30, 1994.
MISCELLANEOUS
It is not expected that any other matters will be brought before the
meeting. However, if any other matters are presented, it is the intention
of the persons named in the proxy to vote the proxy in accordance with
their best judgment.
The entire cost of preparing and mailing the proxy material will be
borne by the Company. Solicitation of proxies will be made by mail,
personally, or by telephone or telegraph, by officers and employees of the
Company. The Company will request brokerage houses, banks and other
custodians, nominees and fiduciaries to forward soliciting material to the
shareholders, and the Company will reimburse such institutions for
out-of-pocket expenses.
By Order of the Board of Directors,
Verne C. Hampton II
Secretary
March 31, 1994
page 9
<PAGE>
[ Shareholder Letter ]
DOUGLAS & LOMASON COMPANY
24600 Hallwood Court, Farmington Hills, MI 48335-1671 810-478-7800
You will note from the enclosed Notice of Annual Meeting of Shareholders
that our meeting will be held this year in Columbus, Nebraska, the location
of one of our larger plants which primarily manufactures seating systems and
components.
Columbus is located approximately 100 miles west of Omaha on U.S. 30, and
may be reached by automobile, bus or airline. We extend a cordial
invitation to all shareholders to attend the meeting and tour the plant. If
you plan to attend, please contact Ms. Patricia L. Shelton at our corporate
offices.
Sincerely yours,
/s/ Harry A. Lomason II
Harry A. Lomason II
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
[ Form of Proxy ]
DOUGLAS & LOMASON COMPANY
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 29, 1994
The undersigned hereby appoints Harry A. Lomason II, Charles R. Moon and
Verne C. Hampton II, or any one of them, with power of substitution in each,
proxies to vote all Common Stock of the undersigned in Douglas & Lomason
Company at the Annual Meeting of Shareholders to be held on Friday, April
29, 1994, and at all adjournments thereof.
- -----------------------------------------------------------------------
/ PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY /
/ IN ENCLOSED ENVELOPE. /
- -----------------------------------------------------------------------
Signatures should be exactly as addressed. When signing as Attorney,
Executor, Administrator, Personal Representative, Trustee or Guardian,
please give your full title as such. If stock is held in the name of more
than one person, each person whose name appears as an owner must sign this
proxy.
HAS YOUR ADDRESS CHANGED?
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
____
/_X_/ PLEASE MARK VOTES AS IN THIS EXAMPLE
With- For All
1.) Election of Directors For hold Except
____ ____ ____
/___/ /___/ /___/
Nominees:
James E. George and James B. Nicholson
If you do not wish your shares voted "For" a
particular nominee, mark the "For All Except"
box and strike a line through that nominee's name.
Your shares shall be voted for the other nominee.
2.) In their discretion, authorization to vote upon
such other business as may properly come before the
meeting.
RECORD DATE SHARES:
Mark box at right if changes have been noted on ____
the reverse side of this card. /___/
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